NEW
YORK, Aug. 6, 2024 /PRNewswire/ -- Oi S.A. –
Em Recuperação Judicial (the "Company") announced
that the settlement of its new debt securities issued under its
rights offering (the "Offers") pursuant to that certain
rights offering memorandum dated May 31,
2024 (as amended or supplemented from time to time, the
"Offering Memorandum") and the Company's judicial
reorganization plan, declared effective by the RJ Court on
May 29, 2024 ("RJ Plan") is
expected to occur on August 8, 2024
(the "Expected Notes Closing Date"). Capitalized terms used
but not otherwise defined herein shall have the meaning ascribed to
them in the Offering Memorandum.
Pursuant to the Offers, the Company's "Class III" financial
creditors holding U.S. denominated claims had the right to
either:
(a) subscribe for up to its applicable pro
rata portion of U.S.$505,000,000
aggregate principal amount of the new 10.000% / 13.500% PIK Toggle
Senior Secured Notes due 2027 to be issued by the Company (the
"New Priority Notes"); and, upon the valid purchase of its
proportional allocation of New Priority Notes by such eligible
creditor, its existing claims shall be novated and replaced with
(1) an aggregate principal amount equal to the lesser of (x)
the aggregate amount of its Existing Claims and (y) an applicable
pro rata portion, of the U.S. Dollar equivalent amount of
R$6.75 billion aggregate principal
amount of the Company's new 8.50% PIK Subordinated Secured Notes
Units (the "Roll-Up Notes"); and (2) an applicable residual
portion of common shares to be issued by the Company representing
up to 80% of the total capital stock of the Company (the "New
Shares" and together with the Roll-Up Notes, the "Option 1
Recovery"); or
(b) have its existing claims novated and
replaced on a dollar-for-dollar basis for new loans, consisting of
(1) an aggregate principal amount (equal to 8% of such eligible
creditor's existing claims) of Subordinated Loans due 2044 (the
"2044 Loan") and (2) an aggregate principal amount (equal to
92% of such eligible creditor's existing claims) of Subordinated
Loans due 2050 (the "2050 Loan", and together with the 2044
Loan the "Option 2 Recovery"); or
(c) receive an entitlement to a payout
under the RJ Plan as consideration for such eligible creditor's
full amount of existing claims (each, a "Payout Recovery")
of one of the following (1) solely in the case of a creditor
holding no more than R$5,000 of
existing claims, a full cash payment of such existing claims up to
R$5,000 (or the equivalent amount
thereof); (2) solely in the case of a creditor holding more than
R$5,000 of existing claims, a cash
payment of R$5,000 (or the equivalent
amount thereof) (and an automatic waiver of any amount of existing
claims in excess of R$5,000); (3)
solely in the case of a creditor holding existing claims under the
NQB Facility and holding no more than U.S.$10,000 of total existing claims, a full cash
payment of all of such creditor's existing claims up to
U.S.$10,000 on December 31, 2024; and (4) solely in the case of
a creditor holding existing claims under the NQB Facility and
holding more than U.S.$10,000 but no
more than U.S.$20,000 of total
existing claims, a full cash payment of all of such creditor's
existing claims up to U.S.$20,000 on
December 31, 2026.
Any Creditor that failed to make a valid election, failed to
fund or whose funds were not timely received by the Subscription
Agent is only entitled to the Default Recovery. Creditors that held
Existing 2025 Notes who are entitled to the Default
Recovery shall receive an escrow CUSIP (P73ESCAA6)
evidencing their entitlement to the Default Recovery under the RJ
Plan.
Subject to certain customary conditions precedent, and after the
applicable fees, the Company expects to issue on the Expected Notes
Closing Date, U.S.$601.0 million
aggregate principal amount of New Priority Notes and
U.S.$1,334.9 million aggregate
principal amount of Roll-Up Notes. In order to ensure holders
receive their New Priority Notes and/or Roll-Up Notes, holders
should instruct their broker to post a one-sided DWAC deposit in
the principal amount of New Priority Notes or Roll-Up Notes to be
acquired by such holder, as informed to such holder by the
Subscription Agent on or about the date hereof. For any questions
about a holder's DWAC deposit, please contact UMB Bank, N.A., as
settlement agent, at Shazia.flores@umb.com. The
Company will issue the New Shares pursuant to the RJ Plan in
accordance with the terms of the RJ Plan.
As part of the Offers, on July 15,
2024, the Company settled the Option 2 Recovery, which
consisted of: (a) U.S.$11.1 million aggregate principal amount of
the 2044 Loan and (b) U.S.$127.2
million aggregate principal amount of the 2050 Loan. The
Company has also completed payments in an amount equal to
approximately U.S.$47.4 thousand
to Creditors that elected to receive the applicable Payout
Recovery under clause (c)(1) or (c)(2) above. The Company will
complete the remaining Payout Recovery in accordance with the RJ
Plan.
Neither the Offering Memorandum nor any related documents have
been filed with the U.S. Securities and Exchange Commission, nor
have any such documents been filed with or reviewed by any federal
or state securities commission or regulatory authority of any
country. No authority has passed upon the accuracy or adequacy of
the Offering Memorandum or any related documents, and it is
unlawful and may be a criminal offense to make any representation
to the contrary.
This press release does not constitute an offer to sell or
exchange, as applicable, or a solicitation of an offer to sell or
exchange, with respect to, the New Priority Notes, Option 1
Recovery, Option 2 Recovery or Payout Recovery. No offer,
solicitation, purchase, sale or exchange will be made in any
jurisdiction in which such an offer, solicitation, purchase, sale
or exchange would be unlawful. The Offers were made solely pursuant
to the Offering Memorandum and the RJ Plan and only to such persons
and in such jurisdictions as is permitted under applicable law.
Forward-Looking Statements
This press release contains forward-looking statements.
Statements that are not historical facts, including statements of
the Company's beliefs and expectations, business strategies, future
synergies, cost savings, future costs and future liquidity, are
considered forward-looking statements. The words "will", "shall",
"would", "should", "anticipates", "intends", "believes",
"estimates", "expects", "anticipates", "plans", "targets",
"purpose", "projects", "forecasts" and similar expressions, as they
relate to the Company or its management, are intended to identify
forward-looking statements. There is no guarantee that the expected
events, tendencies or expected results will actually occur. Such
statements reflect the current view of the Company's management and
are subject to various risks and uncertainties. These statements
are based on several assumptions and factors, including general
economic and market conditions, industry conditions, corporate
approvals, operating factors and other factors. Any changes in such
assumptions or factors could cause material differences between the
actual results and current expectations. All forward-looking
statements attributable to the Company or its affiliates, or people
acting on their behalf, are expressly qualified in their entirety
by the cautionary notices set forth in this paragraph. Undue
reliance should not be placed on these statements. Forward-looking
statements only speak as of the date on which they were made.
Except as otherwise required by the Brazilian securities
legislation and the rules and regulations of the CVM, or applicable
regulatory authorities of other countries, the Company and its
affiliates do not have any intention or obligation to update or
publicly announce the results of any revisions to any of its
forward-looking statements to reflect actual results, future events
or developments, changes in assumptions or changes in other factors
affecting forward-looking statements. However, it is advisable to
consult other disclosures made by the Company on matters related to
reports and communications filed by the Company within the CVM.
Media Contacts: monaliza.da.silva@whitecase.com;
marina.gomm.santos@whitecase.com;
carolina.tiru.vega@whitecase.com; +12128197823
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SOURCE Oi S.A.