| RSL Communications, Ltd. | |||
| Ticker: | RSLCF | Clarendon House Church Street | |
| Exchange: | NASDAQ-National Market | Hamilton, BERMU HM CX | |
| Industry: | Service (SIC Code 4813) | 4412952832 | |
| Type of Shares: | Class A Common Shares | Filing Date: | 8/25/97 | |
| U.S. Shares: | 7,200,000 | Offer Date: | 9/30/97 | |
| Non-U.S. Shares: | 0 | Filing Range: | $19.00 - $22.00 | |
| Primary Shares: | 7,200,000 | Offer Price: | $22.00 | |
| Secondary Shares: | 0 | Gross Spread: | $1.49 | |
| Offering Amount: | $147,600,000 | Selling: | $0.90 | |
| Expenses: | - | Reallowance: | $0.10 | |
| Shares Out After: | - |
| Manager | Tier | Phone |
| Goldman, Sachs & Co. | Lead Manager | (212) 902-5959 |
| Merrill Lynch & Co. | Co-manager | (212) 449-4600 |
| Morgan Stanley Dean Witter Discover & Co. | Co-manager | (212) 761-5900 |
| SBC Warburg & Company | Co-manager | (212) 224-7274 |
| Issuer's Law Firm: | Rosenman & Colin |
| Bank's Law Firm: | Cravath, Swaine & Moore |
| Auditor: | Deloitte & Touche |
| Registrar/Transfer Agent: | American Stock Transfer & Trust Co |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 6/30/97 | 6/30/96 | 6/30/97 | ||
| Revenue: | $113.26 | $109.36 | $39.76 | Assets: | $438.76 |
| Net Income: | -$38.24 | $37.18 | -$12.28 | Curr Assets: | $190.88 |
| EPS: | -$11.24 | -$7.43 | -$4.19 | Liabilities: | $420.11 |
| Prior EPS: | -$3.65 | -$46.46 | -$8.18 | Curr Liabilities: | $95.08 |
| Cash Flow/Oper: | -$10.48 | -$2.62 | $24.31 | Equity: | $18.65 |
| Cash Flow/Fin: | $335.03 | $27.10 | -$15.41 | Cash: | $81.30 |
| Cash Flow/Inv: | -$225.00 | $27.10 | Working Cap: | $95.80 | |
| Business Description |
| The company is a rapidly growing multinational telecommunications company which provides a broad array of international and domestic telephone services to both carrier and commercial accounts. These services include international long distance calling to over 200 countries and calling card, private line and value-added telecommunications services. The Company focuses on providing international long distance voice services to small and medium-sized businesses in key markets. The Company currently has revenue generating operations in the United States, the United Kingdom, France, Germany, Sweden, Finland, the Netherlands, Denmark and Australia. The Company is in the process of commencing operations through its investments in majority-owned entities in Italy, Austria, Venezuela and Japan, and through its 30% investment in a Portuguese telecommunications company. In 1995, approximately 62% of all international long distance telecommunications minutes originated in these markets. The Company plans to expand its operations and network into additional key markets which account for a significant portion of the world's remaining international traffic. The Company's consolidated revenues for the year ended December 31, 1996 were $113.3 million and for the six months ended June 30, 1997 were $109.4 million. |
| Competition |
| The provision of telecommunications services is and will continue to be extremely competitive. Prices for long distance calls have decreased substantially over the last few years in most of the markets in which the Company does business and prices are expected to decline substantially over the next several years in all of the markets where the Company does business or expects to do business. In addition, all of the Company's markets and expected future markets have deregulated or are in the process of deregulating telephone services. Customers in most of these markets are not familiar with obtaining services from competitors to the PTTs and may be reluctant to use new providers, such as the Company. In particular, the Company's target customers, small and medium-sized businesses, may be reluctant to entrust their telecommunications needs to new and unproven operators or may switch to other service providers as a result of price competition. The Company has experienced high levels of customer attrition in certain acquired businesses in the United States, France and Germany and expects to continue to experience high levels of customer attrition as a result of the highly competitive nature of most of its markets. The Company's success will depend upon the Company's ability to compete with a variety of other telecommunications providers in each of its markets, including (i) the PTTs, (ii) alliances such as AT&T;'s alliance with Unisource (itself an alliance currently among Telecom Netherlands, Telia AB and Swiss Telecom PTT) and 'Uniworld' and the corresponding alliance with WorldPartners, MCI's alliance (and proposed consolidation) with British Telecom and Telefonica de Espana, S.A., known as 'Concert,' and Sprint Corporation's ('Sprint') alliance with Deutsche Telekom and France Telecom, known as 'Global One,' (iii) companies offering resold international telecommunications services, (iv) companies such as WorldCom, Inc. ('WorldCom') offering local exchange service in conjunction with domestic long distance and international long distance services and (v) other companies with business plans similar to that of the Company. The Company expects that competition will increase in the future as the deregulation of telecommunications markets worldwide accelerates. Many of the Company's competitors have significantly greater financial, management and operational resources and more experience than the Company. If any of the Company's competitors were to devote additionalresources to the provision of international long distance voice telecommunication services to the Company's target customer base of small and medium-sized businesses, there could be an adverse effect on the Company's business. In addition, certain of the Company's competitors may target discounts in one market to gain an advantage in another market or with a particular customer. The Company may be unable to compete with such discounts on an economically feasible basis. Each of the Company's Local Operators are expected to separately compete within their respective countries. There can be no assurance that any of the Local Operators will be able to do so effectively and the success of the Company's strategy in any one market is not necessarily indicative of its ability to succeed in any other market. Competition for customers is primarily on the basis of price and, to a lesser extent, on the type and quality of services offered and customer ervice. The Company attempts to price its services at a discount to the prices charged by the PTT or major carriers in each of its markets. The Company has no control over the prices set by its competitors and some of the Company's larger competitors may be able to use their substantial financial resources to cause severe price competition in the countries in which the Company operates. There can be no assurance that severe price competition will not occur. Any price competition could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, certain of the Company's competitors will provide potential customers with a broader range of services than the Company currently offers or can offer due to regulatory restrictions. |
| Business Plan |
| The company's strategic objective is to create a low-cost facilities-based global network providing high quality international telecommunications services to small and medium-sized businesses in key markets. The key elements of the company's strategy to achieve this objective are as follows: (I) Focus on Providing International Long Distance Services, (ii) Establish Operations in Key Markets, (iii) enter Markets Early, (iv) Target Small and Medium-Sized Businesses, (v) Develop a Cost Competitive Global Network and (vi) Pursue Strategic Acquisitions and Alliances. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for strategic merger and acquisition activities, including certain potential acquisitions which the company is currently is pursuing, the purchases of additional interests in international cable systems and additional transmission and switching equipment, purchasing minority interests in its subsidiaries and working capital purposes relating to the expansion of the company's operations. |
| Name of Shareholder | % Owned Before | % Owned After |
| Ronald S. Lauder | 89.40% | |
| Itzhak Fisher | 77.60% | |
| Andrew Gaspar | 77.60% |
| Officer Name | Title | Age |
| Ronald S. Lauder | Director and Chairman of the Board | 53 |
| Andrew Gaspar | Director and Vice Chairman of the Board | 49 |
| Jacob Z. Schuster | Director, Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer | 48 |
| Itzhak Fisher | Director, President and Chief Executive Officer | 41 |
| Avery S. Fischer | Legal Counsel | 30 |
| Adrian Coote | Managing Director of RSL Australia | 43 |
| Richard E. Williams | President and Chief Executive Officer of RSL Europe | 45 |
| Paul G. Black | President of RSL USA | 40 |
| Tucker Hall | Secretary | 41 |
| Nir Tarlovsky | Vice President of Business Development | 31 |
| Roland T. Mallcott | Vice President of Engineering | 50 |
| Andrew C. Shileds | Vice President of International Carrier Relations | 41 |
| Karen van de Vrande | Vice President of Marketing | 47 |
| Nesim N. Bildirici | Vice President of Mergers and Acquisitions | 30 |
| Mark J. Hirschhorn | Vice President-Finance, Global Controller and Assistant Secretary | 33 |