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CRT Research | Telecom

Lance Vitanza, CFA


(203) 569-4337 lvitanza@crtllc.com
Managing Director and Partner
Brad Tesoriero, CFA
(203) 569-4376 btesoriero@crtllc.com
Research Associate

NII Holdings Inc.

(NIHD, NR, PT: None, Close: $0.16)

August
August
25,25,
2014
2014

NR - PT: None

The Last Great Wireless Restructuring?


Nextel International ("Nextel" or the "Company") is a
LATAM-focused mobile wireless carrier operating primarily
in Mexico and Brazil. While its overall market share is quite
small (<5%), the Company continues to perform in the
higher-value post-paid / business class end of the market,
in our view. As balance sheet issues finally come to a head,
the Company's Lux Co bonds are in the 60s while Hold Co
bonds trade in the mid-teens and low-30s. We see significant
upside potential in each tranche but favor the Lux Co bonds.

Research Update

Key Data
Rating
Price Target
Price (08/22/2014 Close)
52 Week High-Low
Market Cap ($ mm)
Shares Out (mm)
90-day Average Daily Vol
Public Market Float
FY December
Total Revenue
EBITDA
CAPEX
Net Leverage
EV/EBITDA

Recently-disclosed projections suggest a standalone


valuation of $4-$6 billion, in our view. With operations
on the mend in Mexico and Brazil, management now
anticipates $1.1 billion of EBITDA by FY17 and $780 million
of unlevered cash flow by FY18.
Nextel could be worth even more to in-market
competitors. With a favorable regulatory climate and $1
billion of potential operating synergies across Mexico and
Brazil, Nextel could be valued at $4-$5 billion by one or
more current or future in-market players. Nextel's favorable
spectrum position relative to peers could add $2 billion of
incremental value, in our view.
Restructuring plan likely announced by September 14, if
not sooner. On August 15, Nextel went into the 30-day
grace period rather than make scheduled coupon payments
on $2.4 billion of bonds. We believe the Company is
attempting to line up buyers for its operations in Mexico
and Brazil. But the clock is running out; if asset sales aren't
in place by the end of the grace period, we expect Nextel to
revert to its "Plan B", likely a standalone plan in which Lux
Co bonds are exchanged for new PIK notes; Hold Co bonds
are exchanged into equity; and existing equity interests are
either exchanged into warrants or wiped out altogether.
Summary of Bonds Outstanding
($ in millions)
Issuer
Coupon Security
NII IT (Lux Co)
NII IT (Lux Co)
NI CC (Hold Co)
NI CC (Hold Co)
NI CC (Hold Co)

11.375%
7.875%
10.000%
8.875%
7.625%

Sr. Notes
Sr. Notes
Sr. Notes
Sr. Notes
Sr. Notes

Amount
Maturity Outstanding
8/15/2019
8/15/2019
8/15/2016
12/15/2019
4/1/2021

900
700
800
500
1,450

(1) estimated rate of return based on par + accrued recovery assuming a Sep-15 exit date.
Source: Bloomberg, SEC Filings and CRT Capital Group

Please find important disclosures on page 23 of this report.

2011A
$6,381
$1,555
962
1.4x
3.7x

Not Rated ("NR")


None
$0.16
$7.50 - $0.12
$28
172.4
7.1M
98%
2012A
$5,743
$954
1,042
3.4x
4.3x

2013A
$4,773
$324
665
14.9x
15.5x

Source: Company Financials, Bloomberg LLP & CRT Estimates.

MDY

S&P

Offer
Price

Caa1
Caa1
Caa3
Caa3
Caa3

D
D
D
D
D

67.0
66.3
31.0
31.0
16.5

Workout Creation
IRR(1)
Valuation
68%
62%
n/a
n/a
n/a

$2,522
$2,498
$4,074
$4,074
$3,730

------

CRT Research | Telecom


Telecom
August 25, 2014

Telecom

Financials

Investments Considerations

$ in millions

FY13A

FY14E

FY15E

FY16E

FY17E

FY18E

Revenue
YoY change

$4,574
-16%

$3,578
-22%

$3,434
-4%

$4,222
23%

$5,120
21%

$5,862
14%

EBITDA
YoY change
Margin

$188
-70%
4%

($327)
-274%
-9%

$157
-148%
5%

$611
289%
14%

$1,098
80%
21%

$1,504
37%
26%

Unlevered Cash Flow(2)


Margin

$547
12%

($1,266)
-35%

($291)
-8%

($61)
-1%

$439
9%

$783
13%

(1)

(1): Reflects "Service and Other" revenue only.


(2): EBITDA less capital expenditures, net working capital and taxes.
Source: management projections dated August 14, 2014.

Valuation Methodology
Nextel International is a distressed wireless telecom company; we thus
employ a variety of valuation techniques including a DCF analysis of
management's consolidated financial projections; an M&A scenario analysis
based on potential available synergies; and a spectrum value analysis based
on estimated incremental earnings power on behalf of potential acquirers.

Nextel has struggled since Sprint shut down


its old iDEN network in the United States
last year (the Company has since lost ~25%
of its Mexican subscribers). Poor operating
performance combined with heavy capital
spending requirements has led to significant
cash burn and concerns about the Company's
ability to continue operating independently.
Despite these concerns we believe investors
could earn significant returns in certain
portions of the Company's capital structure
given:

Valuation Summary
(1)

Potential Valuation, $ in millions

Methodology
Standalone Plan DCF
Sale(s) to Strategic(s): Synergy Value
Sale(s) to Strategic(s): Spectrum Value

$4.1 to $5.6 billion


$4.0 to $5.0 billion
$2.5 to $5.0 billion

(1) asset valuation excluding excess cash, if any.


Source: Company filings; IFT; INEGI; CRT estimates.

Compared to developed economies,


wireless revenues in Latin America are a
relatively small proportion of disposable
income, suggesting substantial market
growth is possible over the coming years.
Recent regulatory actions in Mexico
(favoring smaller players at the expense
of the market leader) should improve the
Company's operating momentum and may
encourage a takeout.
Despite associated ongoing financial and
build-out requirements, Nextel's strong
spectrum position could attract strategic
buyers.

Risk Summary

$ Price
8.00

Vol. (mm)

100
80

6.00

60
4.00

40

2.00

20

.00

AUG-13

DEC-13

APR-14

AUG-14

Operations located exclusively in emerging


markets
Intense competition from well-capitalized
local competitors
No buyer may emerge for Nextel and its
assets
Significant near term capital spending
requirements
High degree of financial leverage / likely
near-term balance sheet restructuring

Page 2

CRT Research | Telecom


Telecom
August 25, 2014

Telecom

Management's recently-disclosed projections suggest that on a standalone basis,


Nextel International could be worth $4-6 billion in net present value terms. With
operations on the mend in Mexico and Brazil, management now anticipates $1.1
billion of EBITDA by FY17 and $780 million of unlevered cash flow by FY18.

Discount Rate

Our DCF analysis (see below) discounts back management's projected unlevered
after-tax cash flows along with our estimated terminal value based on a range of
discount rates and terminal EBITDA multiples. Aside from management's projections
(see pp. 20-22), key inputs include a relatively high hurdle rate of around 20% and
a conservative exit multiple of around 6x Adj. EBITDA. A relatively high hurdle rate
is appropriate, in our view, given the high degree of risk and uncertainty associated
with management's projections. Our exit multiple is high relative to mature players
in the marketplace but reflects management's considerably higher projected EBITDA
growth rates, even at the end of the projection period.

25.0%
22.5%
20.0%
17.5%
15.0%

Enterprise Value Sensitivity Table ($ in millions)


Terminal EBITDA Multiple
5.00x
5.50x
6.00x
6.50x
$3,432
$3,750
$4,068
$4,385
$3,726
$4,069
$4,413
$4,756
$4,050
$4,422
$4,794
$5,166
$4,409
$4,813
$5,216
$5,619
$4,807
$5,245
$5,684
$6,122

7.00x
$4,703
$5,100
$5,538
$6,022
$6,560

Source: Company filings; CRT estimates.

Meaningful asset sales are not yet in sight. Nextel International has been actively
exploring asset sales for the past several months. The Company announced back
on March 10 that it had retained UBS to advise on potential strategic opportunities
including, inter alia, the sale of its assets and operations in Mexico and Brazil. At the
same time, Nextel announced that it had retained Rothschild to advise on a potential
balance sheet restructuring. Ultimately we see a tremendous amount of strategic
appeal for the Company's assets, but the clock is running out. With Nextel now in
the grace period on coupon payments associated with $2.4 billion of both Lux Co and
Hold Co bonds, we see little chance the Company is able to line up meaningful asset
sales before it is forced to restructure its balance sheet.
Since hiring UBS, Nextel has announced only a single asset sale, and not a terribly
meaningful one at that. On August 14, the Company closed on the sale of its Chilean
operations to a foreign consortium for a de minimus amount. On the one hand,
the price was quite low relative to press speculation suggesting $250 million of
combined value for Chile and Argentina. On the other hand, the Chilean operations
were burning cash - we estimate a NEGATIVE $100 million Adj. EBITDA run-rate.
Getting ANY amount of cash back for this albatross might be considered a positive
development.

Page 3

CRT Research | Telecom


Telecom
August 25, 2014

Telecom

The failure to announce more-meaningful sales of assets and operations in Mexico


and Brazil begs the question, why the delay? One obvious potential answer (bearish)
is that the Company ran a process and received no bids, or received bids that were
unacceptably low. Another possible answer (bullish) as that the complexities of
the process simply require more time. We have our own views on the matter, but
whatever the reason, bondholders must now come to grips with potential recoveries
based on a standalone bankruptcy plan. Call it a "Plan B", in which Lux Co bonds are
exchanged for new PIK notes; Hold Co bonds are exchanged into equity; and existing
equity interests are either exchanged into warrants or wiped out altogether.
Below we lay out our estimated recovery analysis in the event of a standalone plan.
As a starting point, we utilize our estimated net present value of the Company's
projected after-tax unlevered cash flows, i.e., Adj. EBITDA less capital expenditures,
taxes and net working capital. We assume the $950 million or so of cash on
hand at Jun-14 is eaten up by professional fees and other administrative claims,
an assumption that could prove conservative. In any case, the analysis suggests
substantial upside is possible - over time - in even the less-than-desirable case in
which Nextel continues to operate independently.
Recovery Analysis: Standalone Plan
in millions except per share data

Estimated NPV of projected UCF


(2)
plus: excess cash @ Jun-14
less: DIP / admin claims / prof. fees
less: back taxes in Brazil
less: 1st-priority debt
Distributable value to Lux Co claims

Low
$4,072
747
(1,000)
(450)
(1,434)
$1,934

Mid
$4,797
747
(1,000)
(225)
(1,434)
$2,884

High
$5,622
747
(1,000)
(150)
(1,434)
$3,784

Lux Co bonds
plus: accrued interest through emergence(3)
Total Lux Co Claims
recovery

$1,600
256
$1,856
100%

$1,600
256
$1,856
100%

$1,600
256
$1,856
100%

$78

$1,028

$1,928

$2,752
353
$3,105
3%

$2,752
353
$3,105
33%

$2,752
353
$3,105
62%

$0
NM

$0
NM

$0
NM

(1)

Distributable value to Hold Co claims


Hold Co debt
(3)
plus: accrued interest through emergence
Total Hold Co Claims
recovery
Distributable value to common equity
$ per share

(1) reflects management's projected unlevered after-tax cash flows, i.e., EBITDA less Cap Ex, working
capital & taxes. See sensitivity analysis on page 3.
(2) reflects an estimated $200 million necessary to run the business.
(3) reflects an estimated Sep-15 emergence.
Source: Company filings; CRT estimates.

Page 4

CRT Research | Telecom


Telecom
August 25, 2014

Telecom

Nextel could be worth even more to one or more current of future in-market
competitors. Despite the absence of significant asset sales to date, we believe
Nextel's assets and operations in Mexico and Brazil have considerable strategic appeal
to current and prospective in-market competitors. While its overall market share
is small in each country (3% and 1%, respectively), the Company remains a leader
within the aspirational and business-class segment of the market, we believe. Unlike
its competitors, Nextel's business is predominantly post-paid, which historically has
translated into higher ARPU and lower churn relative to peers. As its 3G rollout has
progressed throughout the key Brazilian markets of Sao Paulo and Rio de Janeiro,
Nextel has had the highest share postpaid net adds amongst its competitors. Its brand
took a hit in Mexico after Sprint shut down its iDEN network north of the border, but
customer satisfaction has improved as of late.
Potential Cost Savings Suggest Significant Value to In-Market Peers
($ in millions)

Mexico

Estimated revenue run-rate


Cash operating expense
Adj. EBITDA, pre-synergies
Potential % reduction in cash op ex
Potential synergies
Adj. EBITDA, post-synergies
Buyer's multiple
Purchase price

Brazil

Total

$1,550
1,750
($200)

$1,950
2,150
($200)

$3,500
3,900
($400)

30%
$525

30%
$645

30%
$1,170

$325
6.0x
$1,950

$445
6.0x
$2,670

$770
6.0x
$4,620

Source: Company filings; CRT estimates.

While Nextel's operations in Mexico and Brazil currently generate substantial negative
EBITDA (run-rate of $196 million and $225 million, respectively), the combined
markets generate roughly $3.5 billion of service revenues (see table above). To one or
more in-market players, potential synergies could be $1 billion or more, per annum.
These in-market competitors could thus view Nextel as a means toward acquiring
$600-800 million of incremental pro forma Adj. EBITDA that might otherwise go
disproportionately to competitors.

Reduction in
Cash Op Ex

Nextel Valuation Based on Potential Sale to Strategic(s) ($ in millions)


#####
20%
25%
30%
35%
40%

5.0x
$1,900
$2,875
$3,850
$4,825
$5,800

Post-Synergy Acquisition Multiple


5.5x
6.0x
6.5x
$2,090
$2,280
$2,470
$3,163
$3,450
$3,738
$4,235
$4,620
$5,005
$5,308
$5,790
$6,273
$6,380
$6,960
$7,540

7.0x
$2,660
$4,025
$5,390
$6,755
$8,120

source: Company filings; CRT estimates.

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CRT Research | Telecom


Telecom
August 25, 2014

Telecom

Nextel's corporate and capital structures are complex to say the least. In addition
to substantial priority obligations at various local operating companies, Nextel has
issued bonds public bonds out of its domestic holding company (the "Hold Co bonds")
as well as an intermediate holding company based in Luxembourg (the "Lux Co
bonds"). The Lux Co bonds were designed to be structurally senior to the Hold Co's,
though some Hold Co creditors have recently challenged the validity of that notion.
These creditors argue, among other things, that certain subsidiary guarantees were
improperly or fraudulently removed from the 10% and 8.875% Hold Co bonds. While
we have not engaged legal counsel and are not in a position to offer legal advice, we
have examined what we believe to be the relevant documents. Our personal view is
that the dissident creditor group is unlikely to win the argument on its merits, since
the outstanding bonds were issued under a prospectus that seems to make clear
which entities do and do not guarantee the obligations.
Nextel International: Capitalization at Jun-14
$ in millions, except per share data

Multiple of EBITDA
(1)
LQA FY15E
Face
($548)
$157

Bank loans
Equiment financing
Cap leases
1st-priority obligations

$443.9
713.0
277.3
$1,434.1

-2.6x

10% NII CC (Hold Co) Sr. Notes due Aug-16


8.875% NII CC (Hold Co) Sr. Notes due Dec-19
7.625% NII CC (Hold Co) Sr. Notes due Apr-21
Other
total debt

$800.0
500.0
1,450.0
2.0
$5,786.1

Unrestricted cash
net debt

$946.6
$4,839.5

Equity value
total capitalization

($583.5)
$4,256.0

net debt / sub


total debt / sub
adj. enterprise value / sub

$
$
$

-5.5x

-10.6x
-8.8x

Interest
Expense

$443.9
713.0
277.3
$1,434.1

-2.6x

9.1x

$50.4
22.5
27.7
$100.6

67.0%
66.3%

$469.0
596.3
$2,499.4

-4.6x
-4.5x
-4.6x

16.0x
15.9x
15.9x

$55.1
102.4
$258.1

31.0%
31.0%
16.5%

-7.1x
-7.1x
-6.4x

24.8x
24.8x
22.2x

36.9x

$248.0
155.0
239.3
2.0
$3,678.4

-6.7x

23.4x

$80.0
44.4
110.6
0.2
$493.2

30.8x

$946.6
$2,731.8

-5.0x

17.4x

($4.7)
$488.4

$28.1
$2,759.9

-5.0x

17.6x

9.1x

(2)

7.875% NII IT (Lux Co) Sr. Notes due Aug-19


$700.0
11.375% NII IT (Lux Co) Sr. Notes due Aug-19(2)
900.0
total Op Co debt
$3,034.1

Multiple of EBITDA
(1)
LQA FY15E
Market
($548)
$157

19.3x

$ 0.16

517
618
520

(1) reflects managements projected FY15 EBITDA.


(2) subject to May-16 springing maturity to the extent Hold Co 10s of '16 not refinanced at or prior to their stated maturity.
Source: Company filings; CRT estimates.

With substantial debt issued at the local level, i.e., in Mexico and Brazil, there is some
risk that foreign entities are brought into the bankruptcy process. The Company has
in fact disclosed that it is in default under local debt agreements in both Mexico
and Brazil. We believe the most-likely outcome is for the foreign entities to remain
out of bankruptcy, with debtor subsidiaries limited to those domiciled in the US and
Luxembourg. We note that the relevant indentures explicitly state that the Lux Co
bonds will be governed by New York State law. See the Company's summary corporate
structure chart on p. 19 for more details.

Page 6

CRT Research | Telecom


Telecom
August 25, 2014

Telecom

Market Overview: Mexico


Carlos Slims America Movil (which operates under the Telcel brand) is the clear market leader
with a dominant ~70% market share according to company filings. Overall, the country is about
90% penetrated, according to operator disclosures, suggesting there is still plenty of room for
industry growth (many countries are well-over 100% penetrated). Wireless penetration within the
country varies widely by region. Mexico City and its surrounding area as well as the northeastern
states of Coahuila, Nuevo Len and Tamaulipas boast over 100% wireless penetration while
regions in the southwest only have penetration of around 65% according to the Mexican
regulators.
Mexican Wireless Telecommunications Market Share, FY13

7%

3%
Telcel (America Movil)

Telcels dominance
has drawn the ire of
regulators

Movistar (Telefonica )

19%

Iusacell (Televisa
50%/Grupo Salinas 50%)

70%

Nextel International

Source: Company filings and CRT estimates

A new entrant
would improve
prospects for a
strategic takeout, in
our view

Telcels dominance has drawn the ire of Mexican regulators who are working on ways to increase
competition within the country. Last December, the IFT (Mexicos FCC) labeled America Movil a
preponderant economic actor. In an effort to increase both wireless and fixed line competition,
the IFT ultimately proposed a set of punitive regulations specific to America Movil, including
forced network sharing, disadvantageous roaming rate agreements, and so on. Rather than
submit to these disruptive regulations, Movil announced in early July its intention to reduce its
market share to under 50% via the sale of a portion of its operations to a new, independent
competitor. By reducing its market share to less than 50%, Movil expects that it would no longer
be labeled a preponderant economic actor and thus would no longer be subject to the proposed
asymmetric regulations. While few additional details are available, we expect the IFT will bless
whatever strategic transaction Movil might propose.
This recent turn of events is potentially quite positive for NIHD. In our view, the rest of the field
must consolidate if theres to be a legitimate long-term alternative to America Movil. As it stands
right now, only Telefonica appears to be in a position to lead that consolidation, creating an
unfavorable dynamic for the markets smaller players. A new competitor in the market would
improve those dynamics, as it too would likely be well-positioned to acquire smaller in-market
players like Nextel.

Page 7

CRT Research | Telecom


Telecom
August 25, 2014

Telecom
Despite significant investment designed to improve its image, the Nextel Mexico brand has lost
much of its luster, in our view. Historically the brand was favored by businesses and individuals
who used Nextels push-to-talk (or PTT) feature to instantaneously and inexpensively
communicate with colleagues and relatives north of the border. In a pre-data, 2G world, this
popular feature earned Nextel a greater-than-average number of post-paid customers with higher
ARPU and lower churn relative to peers. Unfortunately for Nextel, Sprint shut down its iDEN
network in June 2013, rendering Nextels PTT functionality far less popular.
Sprints iDEN network shutdown was not a surprise. Sprint had been telling the market for over a
year that is was going to discontinue iDEN service. Unfortunately for Nextel stakeholders,
management did not take requisite pre-emptive steps to contain the fallout. From a network
standpoint, Nextel was left with relatively poor coverage and call quality, limited ability to offer
data services and no discernible competitive advantage, in our opinion. The rapid decline in
subscribers the Company has since reported should come as no surprise, in our view.
Total Number of NIHD Mexican Wireless Subscribers:

The shutdown of
Sprints iDEN
network in the US
led to significant
subscriber losses at
Nextel Mexico

4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000

Shut down of Sprint's IDEN


network on Jun. 30, 2013

500
0
4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14
NIHD's Mexican Wireless Subscribers (in thousands)
Source: Company filings and CRT estimates

Rebuilding the
Nextel Mexico brand
would require
significant
investment in
network upgrades
and customer
service, we believe

Nextel has a lot of work to do to turn things around. The Company has taken some positive first
steps with new apps that attempt to replicate the PTT functionality it previously featured. The
Company also launched a strategic plan dubbed Project Accelerate in order to change the
market perception of its brand. Nextel now accommodates the newest, top-of-the-line handsets
on its network. Customer service (which even Management admits is currently subpar) has
improved. Nextel has begun selectively rolling out 3G and even 4G LTE coverage in select
Mexican cities.
Success is far from guaranteed, in our opinion. Competitors are already ahead in providing 3G
coverage and rolling out 4G. Telcel, for example, already offers nationwide 3G coverage and its
rapidly-expanding 4G LTE network already covers ~65% of the Mexican population, it claims.
Nextel would have to spend billions over the next few years, we believe, in order to catch up a
tall order, even in the context of a restructured balance sheet.
In the near term, the Companys 3G roaming agreement with Telefonica (which covers Brazil as
well as Mexico) should alleviate the need to rapidly build out new network while slowing the pace

Page 8

CRT Research | Telecom


Telecom
August 25, 2014

Telecom
of subscriber losses. But a roaming agreement is hardly a long-term solution, in our opinion. The
economics of such arrangements invariably favor the network owner at the expense of the
network renter.
Nextel has a strong position in wireless spectrum, in our view, with 30 MHz nationwide in the 1.7 /
2.1 GHz band to complement its 20 MHz (nationwide weighted average) in the 800 MHz band.

Nextel Mexico has


many attributes that
make it an attractive
acquisition
candidate for inmarket peers not
least of which is its
strong spectrum
position

Nextel Mexico Spectrum Holdings by Region


in millions except per subscriber data

Region 1
Region 2
Region 3
Region 4
Region 5
Region 6
Region 7
Region 8
Region 9
Total

Estimated Spectrum
Population
(MHz)
MHz-POPs
4.2
43.0
179.6
5.5
52.5
290.1
6.3
52.0
326.4
10.3
62.0
635.7
13.8
53.5
736.0
13.6
53.0
721.4
22.9
53.7
1,231.9
11.7
55.5
650.4
30.0
52.0
1,557.5
6,328.9

NIHD Mexico Subscribers


MHz-POP per Subscriber

3.3
1,938.4

Source: IFETEL, Instituto Nacional de Estadstica y Geografa,


Company Filings, CRT est.

Compared to in-market competitors, Nextel has significantly more usable spectrum per
subscriber, according to our estimates. In fact with nearly two thousand MHz-POPs per
subscriber, Nextel has more than twice as much spectrum per subscriber as Iusacell and more
than four times as much as Telefonica. We recognize that to some extent, this represents the
silver lining of having too few subscribers on its network. But regardless, in-market players whose
networks are more congested would be well-served by gaining access to Nextels spectrum
assets, in our view.
It is important to note that some of Nextels spectrum rights require ongoing payments back to the
federal government, in addition to customary build-out requirements. For example the 30 MHz of
1.7 / 2.1 GHz spectrum the Company purchased in a July 2010 auction bears an ongoing
obligation to pay 18 billion pesos (~$1.4 billion) in spectrum fees over the 20-year life of the
concession. As such, some analysts have suggested the Nextel doesnt really own its spectrum.
But wireless spectrum is never really owned privately not in the United States, not in Mexico. In
our experience, spectrum always remains an asset of the federal government. Private companies
bid on the right to use the spectrum for a government-specified period of time, for a governmentspecified purpose, subject to government-specified build-out requirements and / or other ongoing
expenses (clearing, guard bands, etc.). We are confident that 30 MHz of clean spectrum in the
1.7 / 2.1 GHz band is worth far more than $70 million per annum, and that any in-market player
would be envious of the Companys rights in this regard. Underscoring our point, one in-market
player Iusacell sued the Mexican government in 2010, arguing that the arrangement was
wildly off-market in Nextels favor.

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Telecom
August 25, 2014

Telecom

Mexico Spectrum Holdings by Region

Source: IFETEL, 2012

The chart above shows raw spectrum holdings by region for all four wireless carriers in the
Mexican marketplace. Regions are for the most part ordered by population, i.e., region 9 is
Mexicos most-populated with roughly 29 million inhabitants vs. region 1, the least-populated with
only about 4 million inhabitants. The takeaway here is that while Nextel has relatively few
subscribers, it has access to roughly the same amount of raw spectrum as peers. As a result, its
spectrum position becomes a valuable strategic asset, in our view.
We think that Nextels spectrum rights in Mexico alone could be worth billions (US) to any number
of in-market players notwithstanding the ongoing payment obligations and buildout
requirements that would be attached to any transfer. Consider one example, Telefonica with 20
million subscribers and roughly the same MHz of available spectrum as Nextel. From Telefonicas
standpoint, acquiring Nextel would nearly double its spectrum holdings, while increasing its
subscriber base by only 15% or so. Put another way, its spectrum holdings per subscriber would
increase by roughly 60%. Increased spectrum per subscriber results in a better user experience,
with less congestion, enhanced access to high-speed data and fewer blocked / dropped calls, in
our opinion. This in turn translates into higher potential ARPU, lower churn and lower CPGA. As
the chart below indicates, we believe these favorable changes could be worth several billion
dollars to an acquirer like Telefonica, even net of the ongoing payment obligations it would have
to bear.

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August 25, 2014

Telecom
While surviving as an independent company may not ultimately be feasible, we think Nextels
asset and operations in Mexico have tremendous strategic appeal. Recent regulatory
developments suggest a new openness toward consolidation, in our view. Telefonica recently
disclosed it was in negotiations with Iusacell regarding a potential merger, and we believe most
global telcos are taking a hard look at the $5 billion or so of business that Carlos Slim has
pledged to divest. Given its higher-end, post-paid focus and upwards of $500 million of potential
synergies, not to mention its strong spectrum position, Nextel could represent an attractive target
for would-be consolidators looking to give the mighty Movil a run for its money, in our opinion.

Market Overview: Brazil


Unlike Mexico, the
Brazilian market is
divided much more
evenly among four
key players

Compared to Mexico, the Brazilian wireless market is much more competitive. Key players
Telefonica, Telecom Italia, America Movil and Oi have roughly equivalent pieces of the ~$32
billion market. NIHD represents only a small fraction of the overall market, but this is somewhat
misleading, as Nextel has much greater market share in key cities including Sao Paulo and Rio
de Janeiro. The overall market has a wireless penetration rate of ~136%, according to data from
regulators, suggesting that most Brazilians who want a mobile phone have access to at least one.
Brazilian Wireless Telecom Market Share, FY13

1%
18%
29%

Vivo (Telefonica)
TIM Brasil (Telecom Italia)
Claro (America Movil)
Oi (Portugal Telecom*)
Nextel International

25%
27%
*Oi and Portugal Telecom are in the process of merging
Source: Company filings and CRT estimates

Within Brazil, Nextel has focused its network roll-out in the highly populated Sao Paolo and Rio
de Janeiro areas. The Company is focused on the higher-ARPU postpaid Brazilian consumer
who values fast data access and top-of-the-line handsets. Currently the Companys subscriber
base is 100% postpaid which makes it unique amongst Brazilian wireless providers (the Brazilian
market as a whole is 79% prepaid and only 21% postpaid).

3G roaming deal
with Telefonica
helps, but Nextel
still needs to make
large investments in
its network if it is
to continue as an
independent player

Compared to the four largest market competitors, we view Nextels network position as relatively
weak. Due to past reliance on PTT functionality as a differentiator, the Company until recently
neglected to upgrade its network to competitive 3G speeds. Nextel is playing catch up, building
out 3G coverage in major cities and starting to roll out 4G LTE coverage in select cities.
Meanwhile, competitors already have near-nationwide 3G coverage and are working on
expanding 4G LTE coverage. The Companys roaming agreement with Telefonica was an
important positive development for NIHD. As mentioned previously, Nextel announced in this past
January that it reached an agreement with Telefonica to allow NIHD customers to roam on
Telefonicas much more extensive 3G wireless network. Normally we look askance at network
sharing deals, as the economics tend to favor network owners over network renters. In this
instance, the roaming agreement is a significant positive for Nextel, with enhanced customer
retention, financial liquidity and preservation of capital as the Company builds out its own network
capacity.

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August 25, 2014

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New handsets are


an incremental
positive

In Brazil, an evolving
competitive
landscape, as
Telefonica responds
to regulatory
concerns

Nextel has also taken steps to improve the competitiveness of its handset offerings. Given that its
focus on the higher end of the market, Nextel cant get away with offering last years handsets.
This past January, the Company finally signed an agreement with Apple to bring the iPhone 5s
and 5c to its network. The iPhone will supplement the new Samsung Galaxy phones that Nextel
also makes available. New handset offerings are an incremental positive, in our view, that should
make the Companys Brazilian product offering more competitive. The proof appears to be in the
pudding: year to date in Sao Paulo and Rio, Nextel has captured more 3G post-paid net adds
than any of its competitors.
Even as Nextel upgrades its network and product offerings, the competitive landscape could
change dramatically over the coming year. Last December, Brazils anti-trust regulator (CADE)
notified Telefonica that it must either sell its ownership stake in Telecom Italia (parent of TIM
Brasil) or find a strategic partner to buy 50% of Telefonicas Brazilian operations (Vivo). The
regulatory body also fined Telefonica R$15 million (~$6.4 million) for violations of a 2010
agreement the Company signed to preserve competition in the Brazilian telecommunications
market.
These regulatory actions came about due to Telefonicas September 2013 purchase of a larger
stake in Telco S.p.A. (a holding company that effectively controls the composition of the majority
of seats on Telecom Italias board through its 22% ownership stake of the Company). As of
January 2014, Telefonica can effectively control almost 65% of Telco S.p.A (subject to regulatory
approval). CADEs ruling indicates Brazilian regulators believe this control over Telecom Italia,
and thus TIM Brasil, hurts Brazilian consumers. In addition, Brazils telecom regulator Anatel has
according to news accounts stated that it would scrutinize any merger which would result in a
smaller number of major mobile phone carriers, in order to keep the Brazilian wireless market
competitive.
Regulators appear to be pressuring Telefonica to reduce its stake in Vivo or dispose of its
interests in TIM Brasil. Meanwhile, Telecom Italia is currently pursuing a deal with Vivendi that
would merge its wireless TIM Brasil operations with Vivendis wireline-focused Brazilian GVT
subsidiary. While these dramatic events may or may not change the likelihood that Nextel is
ultimately acquired, they highlight that a variety of global telecommunications companies consider
Brazil an important market.
In addition to a merger or sale to an in-market competitor, we see some chance that Nextel is
ultimately sold to a buyer not yet involved in the Brazilian market. In fact Joao Rezende, the
President of Anatel, has been quoted in news reports as saying Brazil may gain a fifth major
competitor either through an expansion of Nextel or the arrival of a new foreign participant in the
upcoming 4G spectrum auction, set to begin end of next month. We find it unlikely that Nextel
could become a real threat to current market leaders on a stand-alone basis, but the Company
could certainly pose a future threat after a sale to, or merger with, a well-capitalized foreign peer.

Page 12

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Telecom
August 25, 2014

Telecom

Mexican and Brazilian Markets Remain Attractive


By operating in the
attractive Mexican
and Brazilian
markets, NIHD could
find itself with many
potential bidders, in
our view

Irrespective of the changing competitive landscape, we believe the Company remains an


attractive potential takeover candidate due to its exposure to the Mexican and Brazilian markets.
The wireless communications market in both Brazil and Mexico is poised for extensive growth
over the coming years, in our view. While the population of Brazil and Mexico combined is
roughly equivalent to that of the United States, spending on wireless telecommunications services
is significantly lower. According to Kagan estimates, US wireless service revenue was ~$196
billion in 2013 vs. just ~$46 billion for Mexico and Brazil combined. To the extent these
developing economies narrow the GDP gap, wireless services revenues will likely grow much
more quickly than in the US. Simply put, Mexico and Brazil have yet to undergo the data
revolution that has transformed developing economies. We think most global telcos will want a
piece of the action.
GDP per capita (US$)
$14,000
$12,000
$10,000
$8,000
Brazil
$6,000

Mexico

$4,000
$2,000
$2004 2005 2006 2007 2008 2009 2010 2011 2012
Source: World Bank

Page 13

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Telecom
August 25, 2014

Telecom

Nextel International: Historical Financial Data


$ in millions, except per share data

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

4,227
3,759
1,447
1,449
90
10,972

4,230
3,819
1,598
1,443
117
11,207

4,138
3,861
1,692
1,515
153
11,359

3,846
3,902
1,756
1,660
198
11,362

3,885
3,918
1,819
1,669
192
11,483

3,880
3,939
1,888
n/a
208
9,914

3,888
3,655
1,965
n/a
228
9,736

3,958
3,265
2,023
n/a
244
9,489

4,129
3,052
1,997
n/a
259
9,437

4,188
2,930
1,976
n/a
266
9,361

$824.3
544.5
168.5
88.8
7.1
$1,633.1

$712.5
521.1
165.1
86.4
10.7
$1,495.8

$693.2
523.2
178.5
84.5
12.5
$1,491.9

$672.3
520.8
173.0
83.6
15.8
$1,465.6

$635.9
514.0
167.0
82.6
13.9
$1,413.4

$578.6
502.7
164.0
n/a
14.3
$1,259.6

$491.0
442.0
158.2
n/a
10.1
$1,101.3

$502.6
414.0
147.3
n/a
17.1
$1,080.9

$461.2
381.8
112.7
n/a
14.5
$970.2

$479.4
366.8
108.1
n/a
14.5
$968.8

Cost of service
Cost of handsets & accessories
Gross profit

443.0
228.7
$961.4

421.3
234.3
$840.2

398.7
232.9
$860.3

427.4
219.2
$819.0

425.8
222.4
$765.1

393.0
233.9
$632.7

364.4
203.0
$533.9

364.1
254.3
$462.5

337.6
265.8
$366.8

366.9
274.1
$327.8

Selling, general & admin


Provision for doubtul accounts
Adj. EBITDA, as reported

561.0
45.5
$354.9

586.0
43.0
$211.3

598.5
43.9
$217.9

602.9
88.2
$127.9

517.2
18.0
$230.0

497.7
34.1
$100.9

456.5
25.9
$51.6

478.3
40.2
($56.0)

422.3
28.5
($83.9)

438.7
44.8
($137.1)

$1,278.2
$347.9

$1,284.6
$225.9

$1,274.0
$239.4

$1,337.7
$140.8

$1,183.4
$227.9

$1,158.7
$100.9

$1,049.7
$51.6

$1,136.9
($56.0)

$1,054.1
($83.9)

$1,105.8
($137.1)

Subscribers
Brazil
Mexico
Argentina
Peru
Chile
Total
Revenue
Brazil
Mexico
Argentina
Peru(1)
Chile & eliminations
Total

Cash op ex
Adj. EBITDA ex-Peru

(1) Nextel Peru sold to Entel on Aug. 20, 2013 (announced April 4, 2013) for $400mm or ~$240 / sub.
Source: Company filings; CRT estimates.

Page 14

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Telecom
August 25, 2014

Telecom

Nextel International: Historical Financial Data, continued

Subscriber growth rates, q/q


Brazil
Mexico
Argentina
Peru
Chile
Total (pro forma)

ARPU
CCPU
Monthly contribution per sub
Churn
Average life (months)
Lifetime contribution per sub

$
$
$

CPGA
LCPS / CPGA

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

2.7%
1.7%
4.2%
1.0%
14.9%
2.4%

0.1%
1.6%
10.4%
(0.4%)
30.0%
2.1%

(2.2%)
1.1%
5.9%
5.0%
30.8%
1.4%

(7.0%)
1.1%
3.8%
9.5%
29.7%
0.0%

1.0%
0.4%
3.6%
0.6%
(3.1%)
1.1%

(0.1%)
0.5%
3.8%
n/a
8.2%
1.0%

0.2%
(7.2%)
4.1%
n/a
9.6%
(1.8%)

1.8%
(10.7%)
3.0%
n/a
6.8%
(2.5%)

4.3%
(6.5%)
(1.3%)
n/a
6.4%
(0.5%)

1.4%
(4.0%)
(1.0%)
n/a
2.9%
(0.8%)

42
20
22
2.1%
48.3
1,043

$
$
$

276 $
3.8x

41
19
22
2.2%
46.3
995

$
$
$

301 $
3.3x

40
19
21
2.5%
39.4
845

$
$
$

319 $
2.6x

36
19
17
3.4%
29.4
501

$
$
$

260 $
1.9x

35
19
16
2.6%
38.6
625

$
$
$

240 $
2.6x

36
21
15
2.7%
37.5
559

$
$
$

276 $
2.0x

31
19
12
3.6%
27.9
322

$
$
$

245 $
1.3x

31
22
9
3.9%
26.0
241

$
$
$

344 $
0.7x

29
21
8
3.4%
29.2
225

$
$
$

290 $
0.8x

28
23
5
3.4%
29.5
153
296
0.5x

Revenue growth rates, y/y


Brazil
Mexico
Argentina
Total

(17.6%)
0.8%
1.7%
(8.4%)

(22.9%)
(5.6%)
(0.9%)
(13.5%)

(18.8%)
(3.5%)
(0.7%)
(10.6%)

(29.2%)
(15.5%)
(11.4%)
(21.7%)

(25.3%)
(20.5%)
(14.9%)
(21.8%)

(27.5%)
(25.7%)
(32.5%)
(27.1%)

(17.2%)
(27.0%)
(34.1%)
(23.1%)

Cash op ex
Adj. EBITDA(1)

2.0%
(55.5%)

(7.4%)
(34.5%)

(9.8%)
(55.3%)

(17.6%)
(78.5%)

(15.0%)
nm

(10.9%)
nm

(4.6%)
nm

(1) data for 1Q13, 2Q13 and 3Q13 are pro forma for Peru disposition.
Source: Company filings; CRT estimates.

Page 15

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Telecom
August 25, 2014

Telecom
NII HOLDINGS (NIHD)
Operating Model
($ in millions except subscriber data which is in thousands and per share data)

FY10A(1)

FY11A(1)

1Q12A(1)

2Q12A(1)

3Q12A(1)

4Q12A(1)

FY12A(1)

1Q13A(1)

2Q13A

3Q13A

4Q13A

FY13A

1Q14A

2Q14A

SUBSCRIBER METRICS
Gross subscriber adds
Argentina
Brazil
Mexico
Other

2,750
333
1,303
1,078
36

3,077
461
1,498
1,092
26

796
123
364
289
20

865
242
294
289
40

830
217
271
251
91

853
226
276
281
70

3,345
808
1,205
1,110
222

823
220
309
260
34

891
261
309
275
46

880
280
371
186
43

863
281
355
190
37

3,457
1,042
1,344
911
160

918
224
461
195
38

879
239
409
197
34

Disconnects
Argentina
Brazil
Mexico
Other

1,395
209
467
704
15

1,699
227
702
757
13

550
64
252
226
8

624
91
291
229
13

749
122
363
209
55

996
162
568
241
25

2,920
440
1,474
904
102

711
157
270
244
40

791
193
314
254
30

1,058
202
362
470
24

1,110
223
285
580
22

3,670
775
1,232
1,548
116

970
250
290
407
23

956
259
350
320
27

Net adds
Argentina
Brazil
Mexico
Other

1,355
124
836
374
21

1,378
234
796
335
13

246
59
112
63
12

241
150
3
60
27

81
95
(92)
42
36

(143)
64
(292)
41
45

112
64
38
16
(6)

101
68
(5)
22
16

(52)
(26)
171
(212)
15

(77)
(20)
59
(123)
7

Total Subscribers
Argentina
Brazil
Mexico
Other

7,899
1,154
3,319
3,361
65

9,277
1,388
4,115
3,696
78

9,523
1,447
4,227
3,759
90

9,764
1,598
4,230
3,819
117

9,845
1,693
4,138
3,861
153

9,702
1,756
3,846
3,902
198

9,702
1,756
3,846
3,902
198

9,814
1,819
3,885
3,918
192

9,914
1,888
3,880
3,939
208

9,736
1,965
3,888
3,655
228

9,489
2,023
3,958
3,265
244

9,489
2,023
3,958
3,265
244

9,437
1,997
4,129
3,052
259

9,361
1,976
4,188
2,930
266

Churn(2)
Argentina
Brazil
Mexico
Other

1.61%
1.59%
1.34%
1.85%
2.32%

1.65%
1.49%
1.57%
1.79%
1.47%

1.95%
1.50%
2.01%
2.02%
3.18%

2.16%
2.00%
2.29%
2.01%
4.20%

2.55%
2.48%
2.89%
1.81%
13.60%

3.40%
3.14%
4.74%
2.07%
4.84%

2.56%
2.33%
3.09%
1.98%
6.14%

2.43%
2.92%
2.33%
2.08%
6.82%

2.67%
3.47%
2.70%
2.15%
5.01%

3.59%
3.50%
3.11%
4.13%
3.67%

3.85%
3.73%
2.42%
5.59%
3.11%

3.19%
3.42%
2.63%
3.60%
4.38%

3.42%
4.15%
2.39%
4.30%
3.05%

3.39%
4.35%
2.81%
3.57%
3.43%

425
368
(269)
206
120

(178)
78
9
(284)
19

(247)
58
70
(390)
15

(213)
268
112
(637)
44

ARPU
Argentina
Brazil
Mexico
Other

$58.46
$43.00
$74.57
$55.49
$31.91

$59.01
$42.55
$77.50
$53.13
$29.94

$51.86
$36.75
$62.09
$46.72
$26.94

$46.42
$33.61
$53.49
$44.14
$29.39

$45.61
$33.78
$52.63
$43.74
$25.43

$44.96
$97.66
$53.44
$43.39
$24.35

$47.99
$33.75
$57.70
$44.60
$23.60

$43.83
$28.54
$53.18
$42.71
$21.10

$41.03
$26.82
$48.01
$41.81
$21.93

$35.77
$24.52
$39.95
$37.99
$21.98

$35.45
$22.01
$39.77
$39.15
$23.10

$39.72
$25.38
$45.05
$42.62
$21.24

$32.19
$16.74
$35.10
$39.40
$18.48

$31.67
$16.22
$34.38
$39.44
$17.23

CPGA
Argentina
Brazil
Mexico

$310
$217
$250
$395

$347
$197
$284
$413

$297
$171
$223
$392

$301
$112
$256
$431

$319
$106
$264
$464

$315
$107
$293
$455

$308
$118
$256
$435

$277
$94
$204
$487

$276
$82
$207
$505

$245
$81
$185
$568

$344
$83
$334
$729

$286
$84
$234
$559

$290
$66
$272
$578

$296
$72
$291
$575

CCPU
Argentina
Brazil
Mexico
Other

$23.78
$19.31
$28.56
$20.85
$29.72

$23.93
$18.02
$28.68
$20.60
$45.80

$22.19
$16.40
$24.75
$20.73
$57.34

$20.95
$15.03
$22.14
$20.76
$66.34

$19.70
$13.26
$21.72
$18.39
$72.60

$20.23
$12.26
$21.47
$20.51
$64.32

$20.65
$12.68
$24.27
$19.61
$41.44

$20.68
$11.43
$23.11
$21.46
$41.83

$21.18
$11.37
$21.05
$24.36
$52.35

$19.73
$11.28
$21.44
$21.44
$34.00

$19.77
$6.95
$21.73
$23.94
$34.46

$20.94
$9.53
$21.45
$26.33
$35.09

$21.25
$7.13
$23.07
$27.24
$29.67

$22.73
$7.25
$24.42
$30.32
$26.63

(1) Pro forma for sale of Nextel Peru which was completed in August, 2013.
(2) Churn may not foot to Company disclosures due to lack of publicly-available monthly data.

Page 16

CRT Research | Telecom


Telecom
August 25, 2014

Telecom
NII HOLDINGS (NIHD)
Operating Model
($ in millions except subscriber data which is in thousands and per share data)

FY10A(1)

FY11A(1)

1Q12A(1)

2Q12A(1)

3Q12A(1)

4Q12A(1)

FY12A(1)

1Q13A(1)

517.5
2,504.5
2,023.1
21.3
$5,066

596.6
3,293.9
2,165.6
25.5
$6,082

156.3
776.9
522.5
6.8
$1,462

153.5
678.6
501.7
9.1
$1,342.9

166.7
660.6
503.9
10.3
$1,341.5

160.2
640.0
505.2
12.8
$1,318.2

636.7
2,756.1
2,033.3
39.0
$5,465.1

153.1
616.6
501.0
12.3
$1,283.1

149.1
559.2
492.7
13.2
$1,214.2

52.3
162.9
83.8
0.2
$299

12.2
47.4
22.0
0.3
$82

11.6
33.9
19.4
1.5
$66.5

11.8
32.6
19.3
2.1
$65.9

12.8
32.3
15.6
3.0
$63.7

48.5
146.3
76.3
7.0
$278.0

13.9
19.2
13.0
1.6
$47.8

14.9
19.4
10.0
1.1
$45.4

16.5
25.4
9.3
(4.3)
$47.0

15.6
34.5
7.6
0.7
$58.5

563.5
2,595.8
2,113.8
20.8

648.9
3,456.8
2,249.4
25.7

168.5
824.3
544.5
7.1

165.1
712.5
521.1
10.7

178.5
693.2
523.2
12.5

173.0
672.3
520.8
15.8

685.2
2,902.4
2,109.6
46.0

167.0
635.9
514.0
13.9

164.0
578.6
502.7
14.3

158.2
491.0
442.0
10.1

TOTAL OPERATING REVENUE

$5,293.79

$6,380.82

$1,544.4

$1,409.4

$1,407.4

$1,381.9

$5,743.1

$1,330.8

$1,259.6

Argentina
Brazil
Mexico
Other
Cost of service

178.3
820.9
391.7
13.7
$1,404.56

186.7
1,024.7
436.0
34.3
$1,681.69

49.4
250.7
103.1
11.7
$414.9

48.6
225.8
103.6
13.9
$391.9

46.5
222.7
83.3
17.6
$370.1

43.2
210.8
123.3
20.2
$397.4

187.6
909.9
413.5
63.3
$1,574.3

40.1
217.4
123.1
18.5
$399.1

41.3
205.0
124.5
22.1
$393.0

Argentina
Brazil
Mexico
Other
Cost of handsets & accessories

74.8
173.3
402.7
5.7
$656.41

88.1
254.8
436.2
5.0
$784.07

20.3
58.9
128.7
2.8
$210.7

20.0
55.1
132.3
6.7
$214.1

19.0
49.9
128.5
11.9
$209.3

20.2
46.3
115.5
13.7
$195.8

79.6
210.3
505.0
35.0
$829.9

21.2
50.6
128.5
6.0
$206.3

SG&A
Provision for doubtful accounts
Impairment & restructuring
Depreciation
Amortization

1,740.1
73.5
0.0
469.9
32.3

2,201.1
159.2
0.0
551.5
36.7

535.4
42.1
9.3
144.3
8.6

545.6
43.1
14.0
150.7
14.4

560.7
87.3
306.5
164.7
15.8

2,167.7
217.3
329.8
601.8
47.8

TOTAL OPERATING EXPENSE

$4,376.8

$5,414.2

$1,347.6

$1,345.7

$1,347.1

$1,728.1

$5,768.5

Operating Income
plus D&A
plus non-cash asset impairment
plus restructuring and other
OIBDA

917.0
502.2
0.0
0.0
$1,419.2

966.6
588.2
0.0
0.0
$1,554.8

196.8
151.0
0.0
0.0
$347.9

63.7
152.9
9.3
0.0
$226.0

60.3
165.1
14.0
0.0
$239.4

(346.2)
180.4
298.8
7.6
$140.7

(25.4)
649.5
322.2
7.6
$953.9

(79.5)
182.8
85.3
39.3
$227.9

(82.0)
181.6
0.0
1.3
$100.9

(162.8)
178.9
5.9
29.5
$51.6

(186.6)
155.1
0.0
(24.5)
($56.0)

(510.9)
698.3
91.2
45.6
$324.3

(239.1)
157.7
0.0
(2.5)
($83.9)

(504.4)
188.4
135.0
43.9
($137.1)

46.7
238.0
168.7
(105.6)

35.2
183.5
128.6
(121.4)

50.0
162.9
147.8
(121.4)

48.9
90.3
115.9
(114.4)

181.0
674.6
561.1
(462.7)

52.3
157.6
101.2
(83.3)

41.8
107.3
39.4
(87.7)

36.5
56.7
32.1
(73.7)

48.7
3.6
7.1
(115.5)

179.4
325.3
179.9
(360.3)

27.0
(29.1)
(12.5)
(69.2)

21.3
(56.2)
(49.1)
(53.1)

2Q13A

3Q13A

4Q13A

FY13A

1Q14A

2Q14A

100.9
425.8
373.3
13.9
$913.9

96.6
429.0
354.0
13.6
$893.1

60.9
98.7
40.0
(0.9)
$198.7

11.8
35.5
8.6
0.5
$56.3

11.5
50.4
12.9
0.9
$75.6

147.3
502.6
414.0
17.1

636.4
2,208.0
1,872.7
55.4

112.7
461.2
381.8
14.5

108.1
479.4
366.8
14.5

$1,101.3

$1,081

$4,772.6

$970.2

$968.8

40.5
182.0
122.1
19.8
$364.4

18.4
163.5
114.6
19.3
$316

140.4
767.9
484.4
79.7
$1,472.3

26.9
168.2
124.8
17.7
$337.6

26.6
192.3
129.6
18.3
$366.9

21.9
40.2
162.5
9.3
$233.9

24.7
67.8
122.1
2.5
$217.1

23.1
92.2
133.9
5.1
$254

90.9
250.7
547.1
22.9
$911.6

16.1
111.8
133.3
4.7
$265.8

16.6
112.3
142.5
2.7
$274.1

481.0
16.5
124.6
167.5
15.4

497.7
34.1
1.3
166.1
15.5

456.4
25.9
21.3
162.7
16.2

478.3
40.2
23.8
138.0
17.1

1,913.5
116.6
171.0
634.2
64.1

$1,410.4

$1,341.6

$1,264.0

$1,267.5

$5,283.4

OPERATIONS
Argentina
Brazil
Mexico
Other
Service & other revenue
Argentina
Brazil
Mexico
Other
Handset & accessory revenue
Argentina
Brazil
Mexico
Other

46.0
91.3
90.7
(0.5)
$227

526.1
44.8
(0.0)
142.0
9.0

141.7
465.5
432.7
14.4
$1,054.2

131.7
468.0
406.4
16.3
$1,022.4

575.5
2,109.4
1,832.7
56.2
$4,573.9

422.3
28.5
(2.5)
140.6
17.1
$1,209.3

438.7
44.8
160.3
170.3
18.0
$1,473.1

SEGMENT OIBDA
Argentina
Brazil
Mexico
Other

148.9
814.2
745.2
(289.1)

168.8
1,047.3
747.2
(408.6)

(1) Pro forma for sale of Nextel Peru which was completed in August, 2013.

Page 17

CRT Research | Telecom


Telecom
August 25, 2014

Telecom
NII HOLDINGS (NIHD)
Operating Model
($ in millions except subscriber data which is in thousands and per share data)

FY10A(1)

FY11A(1)

1Q12A(1)

2Q12A(1)

3Q12A(1)

4Q12A(1)

FY12A(1)

1Q13A(1)

2Q13A

3Q13A

4Q13A

FY13A

1Q14A

2Q14A

917.0
(335.9)
28.3
52.4
(18.7)
(269.9)
373.3
NA
$373.3
169.7
$2.20

966.6
(311.7)
34.1
(37.3)
(37.8)
(351.2)
262.7
(37.5)
$225.2
171.2
$1.32

196.8
(82.7)
6.1
(14.6)
(9.2)
(70.7)
25.8
(12.3)
$13.6
171.8
$0.08

63.7
(80.8)
5.9
(38.8)
(5.7)
(29.7)
(85.3)
(18.2)
($103.5)
171.5
($0.60)

60.3
(103.9)
13.2
10.7
(7.3)
(34.7)
(61.7)
(20.7)
($82.4)
171.6
($0.48)

(346.2)
(98.2)
8.6
(11.4)
(6.1)
(23.0)
(476.4)
(116.5)
($592.9)
171.7
($3.45)

(25.4)
(365.5)
33.9
(54.0)
(28.3)
(158.1)
(597.5)
(167.8)
($765.2)
171.7
($4.46)

(79.5)
(109.7)
6.5
23.2
(4.8)
(21.6)
(185.8)
(21.7)
($207.5)
172.0
($1.21)

(82.0)
(150.2)
9.0
(104.5)
(8.3)
(48.8)
(384.9)
(11.5)
($396.4)
172.4
($2.30)

(162.8)
(135.0)
9.3
(4.8)
4.5
(4.3)
(293.1)
(6.8)
($299.9)
172.4
($1.74)

(186.6)
(144.3)
18.6
(57.6)
(4.4)
(371.3)
(745.6)
(0.2)
($745.8)
172.1
($4.33)

(510.9)
(539.2)
43.4
(143.7)
(13.0)
(446.1)
(1,609.4)
(40.2)
($1,649.6)
172.1
($9.58)

(239.1)
(140.2)
20.1
(7.2)
(4.7)
(5.0)
(376.1)
0.0
($376.1)
172.4
($2.18)

(504.4)
(120.4)
12.8
9.7
1.7
(28.7)
(629.2)
5.9
($623.3)
172.4
($3.62)

$34.68
62.1
$2,155
6.9x

$35.09
60.7
$2,128
6.1x

$29.68
51.2
$1,520
5.1x

$25.47
46.4
$1,181
3.9x

$25.91
39.3
$1,017
3.2x

$24.73
29.4
$728
2.3x

$27.34
39.0
$1,066
3.5x

$23.15
41.2
$953
3.4x

$19.85
37.4
$743
2.7x

$16.04
27.8
$447
1.8x

$15.68
26.0
$407
1.2x

$18.79
31.4
$589
2.1x

$10.94
29.3
$320
1.1x

$8.94
29.5
$264
0.9x

9%
75%
-20%
2%
765%
72%
93%
110%
19%
704%
5%
27%
-7%
6%
154%

3%
79%
-15%
-10%
69%
29%
145%
7%
8%
399%
3%
26%
-8%
4%
114%

3%
8%
5%
-5%
14%
27%
111%
8%
11%
131%
2%
18%
-8%
3%
78%

6%
29%
37%
-26%
-53%
41%
66%
0%
125%
-56%
-1%
16%
-6%
-5%
49%

1%
24%
29%
-32%
-47%
11%
37%
-50%
141%
-14%
-2%
15%
3%
-16%
23%

3%
29%
12%
-18%
-28%
26%
76%
-16%
71%
14%
-2%
15%
3%
-16%
23%

12%
2%
49%
-25%
12%
36%
60%
7%
67%
-42%
-4%
10%
6%
-22%
35%

-1%
-8%
32%
-28%
-26%
21%
34%
11%
26%
-10%
-6%
5%
8%
-26%
28%

Argentina
Brazil
Mexico
Other
Total Operating Revenue

6%
-16%
-6%
79%
-10%

-1%
-23%
-6%
97%
-14%

-1%
-19%
-4%
34%
-11%

-11%
-29%
-16%
-19%
-22%

-15%
-25%
-21%
8%
-22%

-7%
-24%
-11%
20%
-17%

-33%
-27%
-26%
4%
-27%

-34%
-17%
-27%
1%
-23%

Argentina
Brazil
Mexico
Total Adjusted OIBDA

7%
-36%
-25%
-39%

12%
-34%
-40%
-34%

19%
-41%
-69%
-55%

-27%
-65%
-78%
-78%

0%
-96%
-94%
nm

-1%
-52%
-68%
-66%

-48%
nm
nm
nm

-49%
nm
nm
nm

5%
-8%
3%
-1%

-6%
-18%
10%
-8%

-6%
-11%
18%
-2%

-5%
-18%
9%
-10%

-21%
-14%
0%
-8%

-9%
-15%
9%
-7%

-25%
3%
-4%
-4%

-29%
14%
-10%
-5%

NET INCOME CALCULATOR


Operating Income
Interest expense
Interest income
Foreign currency transaction gain
Other income(expense)
Income tax provisions
Net income (loss) from cont'd ops
Loss from discont'd ops
Net income(loss)
Shares outstanding
Earnings per share

PER SUB ECONOMICS


Monthly contribution per sub
Average life (months)
Lifetime contribution per sub (LCPS)
LCPS/CPGA

Subscriber Growth Rates (Y/Y)


Gross subscriber adds
Argentina
Brazil
Mexico
Other
Disconnects
Argentina
Brazil
Mexico
Other
Total Subscribers
Argentina
Brazil
Mexico
Other

Operating Growth Rates (Y/Y)

Argentina
Brazil
Mexico
Total Cash Opex
(1) Pro forma for sale of Nextel Peru which was completed in August, 2013

Page 18

CRT Research | Telecom


Telecom
August 25, 2014

Telecom
Organizational Chart:
Overview of preliminary debt, cash and intercompany balances as of June 30, 2014(1),(2)
($ in '000s)

Note: Overview only includes, and total balances only reflect, net balances greater than $25 million.
Source: Reproduced from Company disclosures.

Page 19

CRT Research | Telecom


Telecom
August 25, 2014

Telecom

Management Projections: Consolidated(1)


(in millions)

EOP Subscribers

FY13A(2)
9.5

FY14E
7.4

FY15E
8.8

FY16E
10.9

FY17E
12.8

FY18E
14.5

Total Revenue(3)
y/y growth

$4,574
-16%

$3,578
-22%

$3,434
-4%

$4,222
23%

$5,120
21%

$5,862
14%

Cash Operating Expenses


EBITDA
margin

4,386
$188
4%

3,905
($327)
-9%

3,277
$157
5%

3,611
$611
14%

4,022
$1,098
21%

4,358
$1,504
26%

CapEx and spectrum


Changes in Working Capital (4)
VAT, Other & LT/Assets/Liabilities (5)
Taxes
Unlevered free cash flow
Net interest expense
Free cash flow before financing
Debt repayments(6)
Debt financing
Free cash flow after financing

($884)
63
1,244
(64)
$547
(574)
($27)
(964)
1,911
$920

($622)
(347)
65
(35)
($1,266)
(367)
($1,633)
(84)
59
($1,657)

($646)
254
(55)
0
($291)
(195)
($486)
(24)
162
($348)

($620)
25
(58)
(17)
($61)
(194)
($255)
(94)
0
($349)

($547)
(9)
(58)
(45)
$439
(180)
$259
(248)
0
$11

($490)
(66)
(58)
(107)
$783
(129)
$654
(325)
0
$329

$2,443
(1,657)
$786

$786
(348)
$438

$438
(349)
$89

$89
11
$100

$100
329
$429

Beginning cash
plus free cash flow after financing
Ending cash(7)

$1,592
920
$2,443

(1) projections as of 18-Jun-14, except for Nextel Mexico which is as of 14-Aug-14.


(2) excludes Nextel Peru.
(3) reflects service and other revenue, excluding handset and accessories.
(4) reflects $192M deposit securing certain performance bonds relating to obligations to deploy spectrum in Brazil in FY14.
A portion of deposit will be returned when certain performance requirements are certified by Anatel; any remaining
requirements for cash collateral are expected to be eliminated when the performance bonds are renewed in 2015.
(5) consolidated cash flow adjustment of $65M in 2014 consists of: (a) net proceeds from the sale of Argentina and Chile,
(b) changes in working capital from long-term asset and liability accounts, and (c) other expenses and non-cash income that
include restructuring fees not included in EBITDA, intercompany transactions, and loss on the exit from the jet lease
(6) assumes cessation of payment of cash interest on, or equitization of, senior notes as a result of restructuring of such notes
(7) includes $69M cash outflow to Nextel Peru in 2013 prior to disposal
Source: company filings.

Page 20

CRT Research | Telecom


Telecom
August 25, 2014

Telecom

Management Projections: Nextel Mexico(1)


(in millions)

EOP Subscribers

FY13A
3.3

FY14E
2.8

FY15E
3.4

FY16E
4.7

FY17E
5.8

FY18E
6.9

Total Revenue(2)
y/y growth

$1,833
-10%

$1,377
-25%

$1,345
-2%

$1,747
30%

$2,191
25%

$2,534
16%

Cash Operating Expenses


EBITDA
margin

1,692
$141
8%

1,498
($121)
nm

1,469
($124)
nm

1,598
$149
9%

1,718
$473
22%

1,866
$668
26%

CapEx and spectrum


Changes in Working Capital
VAT, Other & LT/Assets/Liabilities
Taxes
Unlevered free cash flow
Net interest expense
Free cash flow before financing
Debt repayments(3)
Debt financing
Intercompany funding(4)
Free cash flow after financing

($358)
66
287
(7)
$129
(68)
$61
(336)
166
323
$214

($247)
18
60
(10)
($300)
(75)
($375)
(14)
45
54
($289)

($163)
(22)
(4)
0
($313)
(91)
($404)
(16)
29
350
($41)

($203)
14
(7)
0
($47)
(89)
($136)
(19)
0
155
$0

($243)
28
(7)
0
$252
(84)
$168
(64)
0
0
$103

($246)
(34)
(7)
(0)
$381
(63)
$318
(100)
0
0
$219

Beginning cash
plus free cash flow after financing
Ending cash

$216
214
$430

$430
(289)
$141

$141
(41)
$100

$100
0
$100

$100
103
$203

$203
219
$422

(1) reflects exchange rate of 12.92 MXN/USD in 2H14, 12.50 MXN/USD in 2015, 12.60 MXN/USD in 2016, 12.80 MXN/USD in 2017
and 12.90 MXN/USD in 2018. Projections as of 14-Aug-14 and reflect 2Q14 actual results.
(2) reflects service and other revenue, excluding handset and accessories
(3) assumes restructuring of obligations under local debt facilities
(4) projections contemplate intercompany funding from LuxCo in form of equity contributions
Source: company filings.

Page 21

CRT Research | Telecom


Telecom
August 25, 2014

Telecom

Management Projections: Nextel Brazil(1)


(in millions)

EOP Subscribers

FY13A
4.0

FY14E
4.6

FY15E
5.5

FY16E
6.2

FY17E
7.0

FY18E
7.7

Total Revenue(2)
y/y growth

$2,109
-23%

$1,800
-15%

$2,089
16%

$2,474
18%

$2,929
18%

$3,328
14%

Cash Operating Expenses


EBITDA
margin

1,822
$287
14%

1,856
($56)
nm

1,724
$365
17%

1,929
$545
22%

2,221
$708
24%

2,409
$919
28%

CapEx and spectrum


Changes in Working Capital (3)
VAT, Other & LT/Assets/Liabilities
Taxes
Unlevered free cash flow
Net interest expense
Free cash flow before financing
Debt repayments(4)
Debt financing
Intercompany funding(5)
Free cash flow after financing

($430)
16
354
(1)
$228
(158)
$70
(435)
145
426
$206

($307)
(302)
(28)
(0)
($693)
(130)
($823)
(34)
14
515
($328)

($469)
270
(51)
0
$115
(107)
$8
(8)
133
0
$133

($404)
11
(51)
(17)
$84
(106)
($22)
(75)
0
0
($97)

($290)
(36)
(51)
(45)
$285
(96)
$189
(184)
0
0
$6

($230)
(32)
(51)
(107)
$499
(66)
$433
(225)
0
0
$208

Beginning cash
plus free cash flow after financing
Ending cash

$222
206
$428

$428
(328)
$100

$100
133
$233

$233
(97)
$136

$136
6
$141

$141
208
$349

(1) reflects exchange rate of 2.38 BRL/USD. Forecast was built in 2Q14 and was based on 1Q14 actual results.
(2) service and other revenue, excluding handset and accessories.
(3) reflects $192M deposit securing certain performance bonds relating to obligations to deploy spectrum in Brazil in FY14.
A portion of deposit will be returned when certain performance requirements are certified by Anatel; any remaining
requirements for cash collateral are expected to be eliminated when the performance bonds are renewed in 2015.
(4) assumes restructuring of obligations under local debt facilities.
(5) Business Plan assumes intercompany funding from LuxCo in form of intercompany notes
Source: Company filings.

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CRT Research | Telecom


Telecom
August 25, 2014

Telecom
Key Investment Risks
Nextel's balance sheet is significantly over-leveraged; near-term bankruptcy filing likely. With negative EBITDA and roughly $5.8 billion of on-balance
sheet debt, Nextel recently entered the grace period rather than make scheduled coupon payments on $2.4 billion of bonds. We expect the Company to
announce a pre-negotiated bankruptcy plan by the end of the grace period (September 14, 2014). A freefall bankruptcy cannot be ruled out.
Nextel conducts its operations exclusively in developing markets: Mexico, Brazil and Argentina. Nextel is thus exposed to all manner of Emerging Market
risk including foreign currency fluctuations, capital controls, political risk and heightened regulatory risk, relative to the United States. We expect US- and
Luxembourg-based holding companies to file for bankruptcy in US courts, but local operating companies could be forced to file for bankruptcy in Latin
American markets. Such a development would create additional risks for US-based creditors, in our view, and would likely become a major deterrent to
prospective US-based investors.
Nextel faces intense competition from larger, well-capitalized competitors. Even with a restructured balance sheet, the Company may not be able to
survive on a standalone basis.
Nextel will likely be forced to adopt a standalone restructuring plan. Although management and its advisors have been exploring strategic options
including potential sales of its primary assets and operations, we have seen no evidence suggesting credible buyers are preparing to bid.
A standalone plan would require significant capital investment and generate substantial near-term cash burn. Continued investment in network upgrades
and improved customer service may not yield substantial or even positive return on invested capital.
REQUIRED DISCLOSURES
The recommendations and guidance expressed in this research report accurately reflect the personal recommendations and guidance of the research
analyst principally responsible for the preparation of this report
No part of the compensation received by the analyst principally responsible for the preparation of this report was, is or will be directly or indirectly
related to the specific recommendations and guidance expressed in this report. Direct or indirect analyst compensation may be based on performancerelated considerations associated with the recommendations and guidance expressed by the analyst in this report
The research analyst primarily responsible for the preparation of this report received compensation that is based upon CRT Capital Group LLCs total
business revenues, including revenues derived from CRTs investment banking business

Rating
Buy

Fair Value

Sell

Meaning
Expected rate of return on investment at current prices levels is above that rate required,
in CRT's view, to undertake the attendant risks perceived- positive risk/reward investment
balance.
Expected rate of return on investment at current prices levels is in line with that rate
required, in CRT's view, to undertake the attendant risks perceived- equitable/reward
investment balance.
Expected rate of return on investment at current prices levels is below that rate required,
in CRT's view, to undertake the attendant risks perceived- negative risk/reward investment
balance.

As of the time of this publication, CRT Capital Group LLC makes a market in the securities of NII Holdings Inc..

Page 23

CRT Research | Telecom


Telecom
August 25, 2014

Telecom
Ratings Percentages
As of August 25, 2014
Buy 62.69%
Fair Value 35.82%
Sell 1.49%

Percentage of Banking Clients Within Each Rating Category


As of August 25, 2014
5.95%
0.00%
0.00%

Valuations are based on estimates using traditional industry methods including, inter alia, analysis of earnings multiples, discounted cash flow calculations
and net asset value assessments. Price targets should be considered in the context of all prior CRT research published in connection with the subject
issuer, which may or may not have included price targets, as well as developments relating to the company, its industry and financial markets. Risks that
may impede achievement of the stated price target, if any, include, but are not limited to, broad market and macroeconomic fluctuations and unforeseen
changes in the subject companys fundamentals or business trends.
OTHER DISCLOSURES
This report has no regard to the specific investment objectives, financial situation or particular needs of any specific recipient. This report is published
solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. The
securities described herein may not be eligible for sale in all jurisdictions or to certain categories of investors. This report is based on information obtained
from sources believed to be reliable but is neither guaranteed to be accurate nor intended to be a complete statement or summary of the securities,
markets or developments referred to in the report. Recipients should not use this report as a substitute for the prudent exercise of their own judgment.
Any opinions expressed in this report are subject to change without notice and CRT is under no obligation to update or keep current the information
contained herein. CRT and/or its directors, officers and employees may have or may have had interests or long or short positions in, and may at any time
make purchases and/or sales as principal or agent, or may have acted or may act in the future as market maker in the relevant securities or related financial
instruments discussed in this report. CRT may rely on informational barriers such as Chinese Walls to control the flow of information situated in one or
more areas within CRT into other units, divisions or groups within CRT.
Past performance is not necessarily indicative of future results. Options, derivative products and futures are not suitable for all investors due to the high
degree of risk associated with trading these instruments. Foreign currency rates of exchange may adversely effect the value, price or income of any security
or related instrument described in this report.
CRT accepts no liability whatsoever for any loss or damage of any kind arising out of the use of all or any part of this report. CRT specifically prohibits the
re-distribution of this report by third parties, via the internet or otherwise, and accepts no liability whatsoever for the actions of such third parties in this
respect. Additional information is available upon request. Clients who wish to effect transactions should contact their sales representative.
2014 CRT Capital Group LLC. All rights Reserved. The Copyright Act of 1976 prohibits the reproduction by photocopy machine or any other means of all
or any portion of this issue except with permission of the publisher. 262 Harbor Drive, Stamford, CT 06902

Page 24

CRT Research | Telecom


Telecom
August 25, 2014

Telecom

Analyst

Phone

Email

Shagun Singh Chadha, Senior Vice President

(203) 569-4345

ssingh@crtllc.com

Jack Chan, Research Associate


Tim Chiang, Managing Director
Michael Derchin, Managing Director
Neil Doshi, Managing Director
Robert Coolbrith, Vice President & Associate
David Epstein, CFA, Managing Director
Lee J. Giordano, CFA, Managing Director
Michael Gunther, Research Associate

(203) 569-4351
(203) 569-4355
(203) 569-4354
(203) 548-8245
(203) 548-8246
(203) 569-4328
(203) 569-4350
(203) 569-4322

jchan@crtllc.com
tchiang@crtllc.com
mderchin@crtllc.com
ndoshi@crtllc.com
rcoolbrith@crtllc.com
depstein@crtllc.com
lgiordano@crtllc.com
mgunther@crtllc.com

Michael Kim, Managing Director and Partner


Kirk Ludtke, Managing Director and
Co-Head of Research
Scott Petralia, Research Associate

(203) 569-4368
(203) 569-4361

mkim@crtllc.com
kludtke@crtllc.com

(203) 569-4381

spetralia@crtllc.com

Patrick Marshall, Research Associate


Brian Ruttenbur, Managing Director
Corey Allen, Research Associate
Kevin Starke, CFA, Managing Director
Amer Tiwana, Managing Director
Lance Vitanza, CFA, Managing Director and Partner
Brad Tesoriero, CFA, Research Associate

(203) 569-4373
(203) 569-4363
(203) 569-4313
(203) 569-6421
(203) 569-4318
(203) 569-4337
(203) 569-4376

pmarshall@crtllc.com
bruttenbur@crtllc.com
callen@crtllc.com
kstarke@crtllc.com
atiwana@crtllc.com
lvitanza@crtllc.com
btesoriero@crtllc.com

Jim von Riesemann, Managing Director


Kevin Prior, Research Associate

(203) 569-4336
(203) 569-4375

jvonriesemann@crtllc.com
kprior@crtllc.com

Carol Werther, Managing Director

(203) 569-4325

cwerther@crtllc.com

Coverage Universe
Medical Technology
Generalist, Distressed, High-Yield, Special Situations
Specialty/Generic Pharmaceuticals
Airlines, Aerospace, Transportation
Internet & Interactive Media
Convertible Specialist
Consumer/Staples & Consumer Discretionary/Retail
REITs, Homebuilders, Building Products
Autos, Industrials, Specialty Finance

Security, Space, and Defense Technology


Generalist, Distressed, High-Yield, Special Situations
Generalist, Distressed, High-Yield, Special Situations
Media and Telecom
Utilities
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Page 25

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