RIO DE JANEIRO, Brazil,
Feb. 12, 2015 /PRNewswire/ -- Oi
S.A. ("Oi" or the "Company") (Bovespa: OIBR3, OIBR4; NYSE:
OIBR and OIBR.C), pursuant to art. 157, paragraph 4, of Law No.
6,404/76 and Instruction No. 358/02 of the Brazilian Securities and
Exchange Commission (Comissao de Valores Mobiliarios – CVM),
informs its shareholders and the market in general, in furtherance
of the Material Fact dated January 26,
2015 ("Material Fact"), that, on this date, the general
meeting of debenture holders (the "Debenture Holders") of the 9th
Issuance of Simple, Non-Convertible, Unsecured Debentures, in Two
Series, for Public Distribution, of the Company (the "General
Meeting of Debenture Holders" and the "9th Issuance", respectively)
was held.
The General Meeting of Debenture Holders approved the matters
listed below.
A) Ratify the authorization for the completion of the
sale of the shares of PT Portugal SGPS S.A. ("PT Portugal")
to Altice Portugal S.A.("Altice"),
including the execution of corporate restructuring necessary for
implementation of the sale, so as not to open up for discussion any
non-compliance issues with regards to covenants described in Clause
6.23, item XII of the Indenture, upon the Company's commitment to
assume, before the Debenture Holders, the obligations provided for
in the minutes of the General Meeting of Debenture Holders.
B) Approve the authorization to complete the corporate
restructuring, through the merger of shares of the Company by
Telemar Participacoes S.A. that results in the increase in the
level of the Company's corporate governance on the BM&F Bovespa
S.A. – Bolsa de Valores, Mercadorias e Futuros ("BM&F Bovespa")
pursuant to Clause 6.23, item XIII of the Indenture, upon the
assumption by the Company of the covenants described in item D
below.
C) Approve the temporary waiver of the calculation
of financial covenants described in Clause 6.23, item XVIII of the
Indenture, during the 4 (four) quarters of 2015, which should
conform to the below:
- the maximum leverage to be calculated by the Company with
respect to each of the four quarters of 2015, obtained by dividing
the Total Gross Debt of the Company by the Company's EBITDA, shall
be less than or equal to 4.50 (four point fifty) times, except in
the event of (i) prior to the effective transfer of the shares of
PT Portugal to Altice and payment of the sales price to the Company
and/or any of its subsidiaries (the "Closing"), there is a need to
deconsolidate the EBITDA of PT Portugal and its subsidiaries from
the Company's consolidated EBITDA calculation while, at the same
time, there is a need to consolidate the debt of PT Portugal and
its subsidiaries in the calculation of the Total Gross Debt of the
Company, or (ii) after the Closing, PT Portugal's debt will have
been substantially transferred to the Company and/or any of its
subsidiaries, being that, in either case, the maximum leverage to
be calculated by the Company for each of the four quarters of 2015,
obtained by dividing the Total Gross Debt by the Company's EBITDA,
shall be less than or equal to a ratio of 6.00 (six) times. For the
quarters ended March 31, June 30 and September 30,
2015, the financial ratio provided herein shall be
calculated according to the Company's audited quarterly financial
statements for each of those quarters. For the quarter ended
December 31, 2015, the financial
index provided herein shall be calculated according to the
Company's 2015 audited annual financial statements.
C.1) The ratios calculated from the financial
covenants referred to above should return to be those currently
included in Clause 6.23, item XVIII of the Indenture (i.e.,
the ratio of the Company's Total Gross Debt to EBITDA shall be less
than or equal to 4.00, based on the Company's consolidated
shareholders' equity, and the ratio of the Company's EBITDA to Debt
Service shall be greater than or equal to 1.75, based on the
Company's consolidated shareholders' equity) should be reinstated
beginning in the first quarter of 2016 (inclusive), with the
respective amendment to the Indenture, but without the need for a
new meeting of Debenture Holders, authorizing the trustee to enter
into a new amendment to the Indenture in order to reestablish the
financial covenants originally included in Clause 6.23, item XVIII
of the Indenture.
C.2) In accordance with the change of ratios, pursuant to
the waiver of the financial covenants, in accordance with the terms
described above, the authorization to amend Clause 6.23, item XVIII
of the Indenture to replace the existing language with the language
provided in the amendment of the Indenture.
D) As a result of the ratification of the approval
of items A, B, and C above, approve (i) payment to the Debenture
Holders of the waiver fee by the Company in an amount equivalent to
100 bps (flat), calculated based on the nominal value of the
Debentures, updated based on the remuneration of the Debentures
("Waiver Fee" and "Updated Nominal PU"), considering for such
calculation the Updated Nominal PU calculated on the date of
payment of the Waiver Fee, and (ii) the option of the Mandatory
Acquisition, observing the procedures described in the minutes of
the General Meeting of Debenture Holders.
E) The payment of the Waiver Fee and the completion
of the Mandatory Acquisition shall be executed in accordance with
the procedures described in the minutes of the General Meeting of
Debenture Holders.
F) Authorize the trustee to adopt any and all
procedures necessary to implement the resolutions described above,
including, without limitation, the execution of the Second
Amendment to the Indenture on behalf of the Debenture Holders.
The minutes of the general meeting of the Debenture Holders of
the 9th Issuance held today were disclosed on the IPE system of the
CVM and the Company's website.
The Company will timely disclose to the Debenture Holders more
detail regarding the Waiver Fee payment.
The Company will keep its shareholders and the market in general
informed of any relevant subsequent events related to the topics
discussed in this Material Fact.
Rio de Janeiro,
February 12, 2015.
Oi
S.A.
Bayard De Paoli
Gontijo
Chief Executive
Officer, Chief Financial Officer and Investor Relations
Officer
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Additional Information and Where to Find It:
This communication is not an offering document and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval in any
jurisdiction in which distribution of an offering document or such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of that
jurisdiction.
This communication contains information with respect to the
proposed merger of shares (incorporacao de acoes) between
TmarPart and Oi.
In connection with the proposed merger of shares between
TmarPart and Oi, TmarPart plans to file with the SEC (1) a
registration statement on Form F-4, containing a prospectus which
will be mailed to shareholders of Oi (other than non-U.S. persons
as defined in applicable rules of the SEC), and (2) other documents
regarding the proposed merger of shares.
We urge investors and security holders to carefully read the
relevant prospectus and other relevant materials when they become
available as they will contain important information about the
proposed merger of shares.
Investors and security holders will be able to obtain the
documents filed with the SEC regarding the proposed mergers, when
available, free of charge on the Commission's website at
www.sec.gov or from TmarPart or Oi.
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SOURCE Oi S.A.